Brandon Lutnick gains control of CFGM; reports 13.38M SATL Class A shares

Rhea-AI Filing Summary

Brandon Lutnick filed an initial Form 3 reporting indirect beneficial ownership of 13,380,873 shares of Class A common stock of Satellogic Inc. (SATL) as of 10/06/2025. The position arises from a closing purchase of voting shares of CF Group Management, Inc. that gives Lutnick control through trusts and related entities. The filing shows 533,333 warrants exercisable into Class A shares at a $8.63 exercise price through 01/25/2027. Up to 1,863,696 of the Class A shares are subject to forfeiture based on vesting and earn-out targets.

Positive

• Acquisition of CFGM voting shares completed, giving Lutnick trustee control of the managing partner
• Indirect beneficial ownership of 13,380,873 Class A shares reported, indicating substantial economic/voting exposure
• 533,333 warrants exercisable into Class A shares at $8.63 through 01/25/2027

Negative

• Up to 1,863,696 Class A shares are subject to forfeiture tied to vesting and earn-out targets, which may reduce the effective share count

Insights

Corporate Governance Expert

Control transfer increases Lutnick's indirect stake and voting influence.

The transaction closed on 10/06/2025 shows Lutnick acquired voting control of CF Group Management, Inc. through trusts, making him trustee with decision-making authority and creating indirect beneficial ownership of 13,380,873 Class A shares held across CFAC, CF&Co. and CFS.

This structure concentrates voting power in a small set of affiliated entities; the filing also discloses 533,333 warrants exercisable at $8.63 through 01/25/2027 and that 1,863,696 shares may be forfeited if earn-out/vesting targets are not met. Monitor near-term vesting or earn-out milestones and any filings that clarify voting agreements or additional changes to ownership.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lutnick Brandon

(Last) (First) (Middle)

110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2025

3. Issuer Name and Ticker or Trading Symbol
Satellogic Inc. [ SATL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	13,380,873	I	See Footnote(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	02/25/2022	01/25/2027	Class A common stock	533,333	$8.63	I	See Footnote(1)(2)(3)

Explanation of Responses:

1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of CFAC Holdings V, LLC ("CFAC") and the indirect holder of a majority of the equity interests of Cantor Fitzgerald & Co. ("CF&Co.") and Cantor Fitzgerald Securities ("CFS").

2. CFAC directly owns (a) 10,488,738 shares of Class A common stock (including up to 1,863,696 shares of Class A common stock that are subject to forfeiture based on vesting and earn-out targets) and (b) 533,333 shares of Class A common stock underlying an equal number of warrants to purchase shares of Class A common stock which are exercisable within 60 days. CF&Co. directly owns 2,078,064 shares of Class A common stock. CFS directly owns 814,071 shares of Class A common stock and may be deemed to beneficially own the 2,078,064 shares of Class A common stock directly owned by CF&Co. Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the shares of Class A common stock held by CFAC, CF&Co. and CFS. The aggregate purchase price of the voting shares of CFGM was $200,000.

3. CFAC, CF&Co. and CFS are the record holders of the shares reported herein. CFLP is the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS. CFGM is the managing general partner of CFLP. The reporting person is the Chairman and Chief Executive Officer of CFAC, CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. The reporting person disclaims beneficial ownership of all securities held by CFAC, CF&Co. and CFS in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Brandon Lutnick	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Brandon Lutnick report on the Form 3 for SATL?

The report discloses indirect beneficial ownership of 13,380,873 Class A shares and 533,333 warrants exercisable at $8.63 through 01/25/2027 as of 10/06/2025.

How did Lutnick acquire the reported position in SATL?

He closed the purchase of voting shares of CF Group Management, Inc., gaining control through trusts for which he is trustee, which makes him an indirect holder of shares held by CFAC, CF&Co. and CFS.

Are any of the reported shares subject to forfeiture or vesting conditions?

Yes, up to 1,863,696 Class A shares are subject to forfeiture based on vesting and earn-out targets.

Do the warrants reported have an exercise price and expiration?

Yes, 533,333 warrants are exercisable into Class A common stock at $8.63 and expire on 01/25/2027.

Does Lutnick claim direct ownership of the shares held by affiliated entities?

The filing states he disclaims beneficial ownership of securities held by CFAC, CF&Co. and CFS beyond any pecuniary interest and limits the report to indirect beneficial ownership through his control roles.